Business Services Rod

Business Services Rod

This Business Services Agreement ("Agreement") is made effective as of by and between Service Provider: and Client Name: .

WHEREAS

WHEREAS, Service Provider possesses experience, personnel and capability to perform business services related to consulting, operations support, and other services described herein, and Client desires to retain Service Provider to provide such services on the terms set forth in this Agreement.

WHEREAS, the parties wish to set forth their agreement regarding the scope, compensation, confidentiality, term and other material terms governing their relationship.

WHEREAS, the parties intend that Service Provider will perform the work as an independent contractor and not as an employee of Client, subject to the provisions and limitations set forth below.

PARTY CONTACT INFORMATION

Scope of Work

Service Provider shall perform the services described below (collectively, the "Services"). The Services shall be performed in a professional manner consistent with industry standards. Any material change to the Scope of Work must be agreed in writing by the parties.

Payment Terms

In consideration for the Services, Client shall pay Service Provider the fees and reimburse approved expenses in accordance with the terms below. All fees are payable in United States dollars unless otherwise agreed in writing.

Invoices are due and payable within days of Client's receipt, unless otherwise specified. Late payments shall accrue interest at % per month (or the maximum permitted by law), compounded monthly, plus reasonable costs of collection.

Term and Termination

This Agreement commences on Start Date: and shall continue until End Date: , unless earlier terminated in accordance with this section.

Either party may terminate this Agreement without cause upon days' prior written notice to the other party. Either party may terminate for material breach if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach.

Upon termination, Client shall pay Service Provider for all Services performed and approved expenses incurred through the effective date of termination, together with any unreimbursed non-cancellable commitments.

Confidentiality

"Confidential Information" means non-public business, technical or financial information disclosed by one party to the other that is designated as confidential or that a reasonable person would understand to be confidential under the circumstances. Each receiving party shall: (a) use Confidential Information only to perform its obligations under this Agreement; (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; and (c) not disclose Confidential Information to any third party except as necessary to perform this Agreement or as required by law.

Confidentiality obligations shall survive termination for a period of years, except that trade secrets shall remain protected for as long as they qualify as trade secrets under applicable law. Disclosure required by law shall be permitted only after timely notice to the disclosing party and, where available, seeking confidential treatment.

Independent Contractor; Compliance

Service Provider is an independent contractor. Nothing in this Agreement creates a partnership, joint venture or employment relationship. Service Provider shall comply with all applicable laws, regulations and industry standards in performing the Services and shall be solely responsible for withholding taxes, insurance and statutory obligations for its personnel.

Acknowledged: Service Provider is an independent contractor and not an employee of Client.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for disputes arising out of or relating to this Agreement.

Indemnification

Each party shall indemnify, defend and hold harmless the other party and its officers, directors and employees from and against any third-party claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) resulting from the indemnifying party's breach of this Agreement, negligence or willful misconduct, except to the extent such claims are caused by the indemnitee's negligence or willful misconduct.

Entire Agreement

This Agreement, including all exhibits and schedules expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral. No amendment or modification of this Agreement shall be binding unless in writing and signed by authorized representatives of both parties.

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties agree to attempt in good faith to replace any invalid or unenforceable provision with a valid provision that most closely effects the parties' original intent. Notices under this Agreement shall be in writing and delivered to the addresses set forth above.

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